Rendering Structured Finance Opinions of Counsel: Substantive Consolidation, Authority to File Bankruptcy and More

Navigating Assumptions, Qualifications, Limitations and Use of Letters; Reducing Risks for Opinion Givers

A live 90-minute CLE webinar with interactive Q&A


Tuesday, July 11, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE webinar will provide commercial finance counsel with a review of the use of opinion letters in structured finance transactions, explain various elements of the opinions, with particular emphasis on the non-consolidation opinions, and outline best practices for the opinion giver to minimize risks.

Description

The key concept for structured finance is the isolation of assets in a “bankruptcy remote” special purpose vehicle (SPV), which protects against borrower insolvency and the assets against credit risk of other entities, including the former owner of the assets. These transactions frequently use LLCs and statutory trusts, particularly Delaware Statutory Trusts.

Legal separation of SPVs is achieved by two structuring techniques: true sales and the “bankruptcy remote” nature of the SPV. Opinions of counsel in structured finance transactions address the legal separateness of the SPV from affiliated entities and the legal isolation of the SPV’s assets from affiliated entities and their creditors.

A non-consolidation opinion addresses, but does not establish, the separateness of the SPV. Rather, the opinion gives the recipient assurance that counsel for the originator and the SPV has considered all issues needed to render the opinion.

Listen as our authoritative panel of practitioners discusses drafting opinions of counsel in structured finance transactions with particular emphasis on rendering non-consolidation opinions, and best practices for the opinion giver to minimize risks.

Outline

  1. Valid formation of entity
  2. Authorization of transaction by entity
  3. Substantive consolidation opinions
  4. Authority to file for bankruptcy

Benefits

The panel will review these and other key issues:

  • How should the opinion giver address the issue of bankruptcy remoteness—what are the limitations, assumptions and qualifications that the opinion giver should consider?
  • What key issues should the opinion giver address in a non-consolidation opinion?
  • What are the bankruptcy risks for parties providing financing to a structured finance SPV?

Faculty

Scott J. Gordon, Partner
Kirkland & Ellis, New York

Mr. Gordon is the leader of the firm’s Derivatives Practice and a member of the Asset Finance and Securitization Practice. He is a leading counsel to end users, representing clients ranging from Fortune 500 companies to many of the world's preeminent private equity funds and their portfolio companies in connection with structuring, negotiating and documenting interest rate, currency, commodity, credit and equity derivative transactions. 

Michelle P. Quinn, Partner
Berger Harris, Wilmington, Del.

Ms. Quinn's practice focuses primarily on rendering advice as to matters of Delaware law relating to partnerships and limited liability companies. She has extensive experience in rendering advice and legal opinions in a wide variety of transactions involving Delaware partnerships and limited liability companies, including investment fund transactions, joint venture transactions and structured finance transactions. Her work also includes rendering advice with respect to mergers, conversions and other structural changes involving partnerships and limited liability companies, as well as analyzing fiduciary duty and contractual interpretation issues.


Live Webinar

Live Webinar $297.00

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00
Available 48 hours after the live event

How does this work?


Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $297.00
Available 48 hours after the live event

How does this work?

Recorded Audio Download (MP3) $297.00
Available 24 hours after the live event

How does this work?

DVD (Slide Presentation with Audio) $297.00 plus $9.45 S&H
Available ten business days after the live event

How does this work?


Registration Plus Recorded Event

Best value!

Live Webinar & Webinar Download $394.00

Recorded Webinar Download Only $97.00 with Registration/Webinar Combo

Live Webinar & Audio Download $394.00

Recorded Audio Download (MP3) Only $97.00 with Registration/MP3 Combo

Live Webinar & DVD $394.00 plus $9.45 S&H

DVD (Slide Presentation with Audio) Only $97.00 with Registration/DVD Combo


Webinar

Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

or call 1-800-926-7926

Can't Attend the Live Program?

CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

Customer Reviews

I appreciated that the material covered was appropriate for practitioners who already knew something about the subject matter.

Allyn Amato

I liked the substance of the program and the ease of participating.

Paul L. Hammann

First American Title Insurance Company

I honestly thought this seminar was fantastic and offered real practical advice.

Jamie (E.) Kinkaid

Johnson Law Office

Strafford’s program was very well tailored to issues encountered in actual practice and the speakers were extremely knowledgeable, experienced and provided analysis beyond the case law.

Kelly Walsh

Parker Hudson Rainer & Dobbs

The speakers were very well informed and knowledgeable.

Geoffrey Peck

Morrison & Foerster

or call 1-800-926-7926

Banking & Finance Law Advisory Board

Irving C. Apar

Partner

Thompson Hine

Mark N. Berman

Adjunct Professor

Northeastern University

Willa Cohen Bruckner

Partner

Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic

Partner

White & Case

Laura D. Richman

Counsel

Mayer Brown

Robert M. Stern

Partner

Orrick Herrington & Sutcliffe

Andrew Stutzman

Partner

Stradley Ronon Stevens & Young

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.